Ben Kingsley and Penelope Cruz have chemistry as a May-December couple in 'Elegy,' says director Isabel Coixet. Lucky for her too.

Spanish director Isabel Coixet guided Ben Kingsley and Penelope Cruz through intensely intimate scenes in the upcoming "Elegy." Kingsley and Cruz were longtime admirers of each other's work, but that was no guarantee they would find alchemy as acting partners.

"People always talk about chemistry," Coixet said. "You cannot direct that. It clicks or it doesn't click. The first thing we shot was the scene where they were walking in the street, just shopping," she said by phone from Spain. "They walked exactly like a man who is proud to be with a younger woman and a woman who is just in love and mesmerized with someone. You could even feel that when we were looking at their backs."

"Elegy" is adapted by Nicholas Meyer ("The Seven-Per-Cent Solution") from Philip Roth's incisive 2001 novella "The Dying Animal," concerning an intense, life-changing affair between David Kepesh, a sixtyish professor (played by Kingsley) and Consuela Castillo, a twentysomething former student (Cruz).

"If the book is perfect, why make a movie?" asked Coixet, a longtime admirer of Roth's. "But when you read something that's made for you and you have a point of view about it, you have to say yes. I read the script and I said, 'I know it's going to be a challenge, it's going to be maybe a nightmare, and I'm going to suffer. But I have to do it.' "

The script pares the novella's sometimes rambling recollections with a keen edge, making bold choices that veer from the text but maintain its thematic integrity. The film assimilates the book's tangents and refocuses them into a penetrating beam shining on the affair. Yet for all that, it would seem the bigger hurdle for Coixet is that the explicitly sexual novella comes from an indelibly male point of view.

"I don't have any problem with the male perspective," said Coixet ("The Secret Life of Words"). "I think I really understand men. To me, women are more of a mystery and they're more unpredictable. I know David Kepesh; I've met several David Kepeshes."

Kingsley turns in one of his most detailed and subtle performances, but it's Cruz whose work (which Kingsley has called "her very best") will be revelatory for American audiences. Her Consuela Castillo, described by the author as "not the most brilliant girl," is, in Cruz's hands, a person of deep feeling and yearning for experience, discovering a new world before our eyes and possessed of a powerful, "true" intelligence not of the kind measured by tests.

"This character, of the ones I've done in English, was maybe the most demanding one, emotionally," said the actress, joining Coixet by teleconference. "I didn't learn English until I was 19 years old. Now, finally, when I'm working on a character in my second language, I'm not thinking about the words because I've been spending time there and using the language. In the beginning of my career, I only knew my dialogue and I was almost learning it phonetically."

When Coixet was offered the project, Cruz had already been attached for about five years. The director was thrilled to inherit the star of "Volver" as her leading lady.

"There is an honesty in Penelope," Coixet said. "There are very few films where she can show this raw honesty. Maybe we can see her in L'Oreal commercials or magazines, but I know the woman she really is. And I was dying to make this film to show how true she can be, portraying someone who I think in a way is close to her."

--

Connecting with her actors

The FILM is a study of different kinds of intimacy as achieved (or not) in several of Kepesh's key relationships. This focus is in Coixet's wheelhouse, as she is known for the rapport she achieves among her actors.

"There are two scenes in my life as a filmmaker" in which the intimacy was so intense the crews fell completely silent, riveted to the action, Coixet said. During the filming of the wrenching confession scene in "Secret Life" with Sarah Polley and Tim Robbins, and then Kingsley and Cruz's key scene near the end of "Elegy," during which "you could hear a fly. For me as a director, as a human being, it was a privilege to be a witness of that."

Coixet is one of the rare directors to operate her own camera.

"It's a way to be really close to the actors," said the filmmaker, "and I think to create intimacy, you have to perceive how they breathe, what's in their eyes. You have to really be there with them. Operating the camera is a way to give them a very strange freedom, but a very true freedom."

"Isabel created a special energy on set for us. Sometimes it was just the three of us and the sound guy, nobody else in the room," Cruz said, then paused and added wryly, "the problem was that Isabel would not stop crying. Behind the camera, making all these noises . . ."